Subsidiary Management

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Exhibit 10.13

September 1, 2003

Mr. Dale A. Spencer
503 N, Ferndale Road
Wayzata, MN 55391

Dear Dale:

        The Board considers the operation of the Subsidiary to be of critical importance to the Company and therefore the establishment and maintenance of a sound and vital management team of the Subsidiary to be essential to protecting and enhancing the best interests of the Company and its members. In this connection, the Board recognizes that the possibility of a Change in Control transaction may arise and that such possibility and the uncertainty and questions which such transaction may raise among key management personnel of the Subsidiary could result in the departure or distraction of such management personnel to the detriment of the Company and its members.

        Accordingly, the Board has determined that appropriate actions should be taken to minimize the risk that Subsidiary management will depart prior to a Change in Control, thereby leaving the Company without adequate management personnel of the Subsidiary during such a critical period, and to reinforce and encourage the continued attention and dedication of key members of the Subsidiary's management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control. In particular, the Board believes it important, should the Company or its members receive a proposal for transfer of control of the Company or the Subsidiary, that you be able to continue your responsibilities without being influenced by the uncertainties of your own personal situation.

        The Board recognizes that continuance of your position as a key consultant to and board member of the Subsidiary involves a substantial commitment to the Subsidiary and the Company in terms of your personal life and professional career and the possibility of foregoing present and future career opportunities, for which the Company receives substantial benefits. Therefore, to induce you to remain in the service of the Subsidiary, this Agreement, which has been approved by the Board, sets forth the benefits which the Company agrees will be provided to you in connection with a Change in Control under the circumstances described below.

           1.   Definitions .    The following terms will have the meaning set forth below unless the context clearly requires otherwise. Terms defined elsewhere in this Agreement will have the same meaning throughout this Agreement.

         (a)  " Affiliate " means with respect to any Person (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) shall mean any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person.

         (b)  " Agreement " means this letter agreement as amended, extended or renewed from time to time in accordance with its terms.

         (c)  " Benefit Plan " means any

          (i)  employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended;

         (ii)  cafeteria plan described in Code Section 125;

        (iii)  plan, policy or practice providing for paid vacation, other paid time off or short-or long-term profit sharing, bonus or incentive payments; or

        (iv)  stock option, stock purchase, restricted stock, phantom stock, stock appreciation right or other equity-based compensation plan that is sponsored, maintained or contributed to by

the Company for the benefit of employees (and/or their families and dependents) generally or you (and/or your family and dependents) in particular, including, without limitation, any of the Stock Incentive Plans (as hereinafter defined).

         (d)  " Board " means the board of directors of the Parent Company. On and after the date of a Change in Control, any duty of the Board in connection with this Agreement is nondelegable and any attempt by the Board to delegate any such duty is ineffective.

         (e)  " Change in Control " means a Parent Company Change in Control or a Subsidiary Change of Control.

          (f)  " Code " means the Internal Revenue Code of 1986, as amended from time to time.

         (g)  " Company " means the parent Company, any Successor and any Affiliate.

         (h)  " Exchange Act " means the Securities Exchange Act of 1934, as amended from time to time.

          (i)  " Parent Company " means ev3 LLC, a Delaware limited liability company.

          (j)  " Parent Company Change in Control " means any of the following: (i) the sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Parent Company, in one transaction or in a series of related transactions, to any Third Party; provided, however , that any exchange, transfer or other disposition by the Parent Company of its ownership interest in Micro Investments LLC or the sale, lease or exchange by Micro Investment LLC of all or substantially all of its assets shall not he considered a Change of Control; (ii) any Third Party, other than a "bona fide underwriter," is or becomes the "beneficial owner" (as defined in Rule I3d-3 under the Exchange Act), directly or indirectly, of securities (x) in the case of membership units or partnership interests, entitling the holder thereof to be allocated 50% or more of the net income, net loss or distributions of the Parent Company, or, in the case of other securities, representing 50% or more of the combined voting power of the Parent Company's outstanding securities ordinarily having the right to vote at elections of directors, or (y) resulting in such Third Party becoming an Affiliate of the Parent Company, including pursuant to a transaction described in clause (iii) below; (iii) the consummation of any transaction or series of transactions under which the Parent Company is merged or consolidated with any other company, other than a merger or consolidation which would result in the members of the Parent Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation; or (iv) beginning immediately after the first to occur of the closing of the sale of the Parent Company's securities in an initial public offering registered under the Securities Act of 1933, as amended, or the Parent Company becomes a reporting company under the Exchange Act, the Continuity Directors cease for any reason to constitute at least a majority the Board.

        For purposes of this Section l(j), a "Continuity Director" means an individual who, as of date of this Agreement, is a member of the board of directors of the Parent Company, and any other individual who becomes a director subsequent to the as of date of this Agreement whose election, or nomination for election by the Parent Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Continuity Directors, but excluding for this purpose any individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the board of directors of the Parent Company. For purposes of this Section l(k), a "bona fide underwriter" means a Third Party engaged in business as an underwriter of securities that acquires securities of the Parent Company or Subsidiary, as applicable through such Third Party's

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participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition.

         (k)  " Subsidiary " means ev3 Inc., a Delaware corporation.

          (l)  " Subsidiary Change in Control " means any of the following: (i) the sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Subsidiary, in one transaction or in a series of related transactions, to any Third Party; (ii) any Third Party, other than a "bona fide underwriter," is or becomes the "beneficial owner" (as defined in Rule l3d-3 under the Exchange Act), directly or indirect